Corporate Secretary (Re Announced)

Ghazanfar Bank, a full-fledged licensed commercial Bank, commenced its operations in March 2009. The Share Holders of the Bank belongs to one of the leading business groups of Afghanistan. As a leading business house Ghazanfar Group is involved in various key businesses sectors as a front runner such as import and distribution of Petroleum/Gas and other various important industrial sectors. Ghazanfar Bank started its operation in Kabul, Afghanistan, and is offering key financial services both under conventional and Islamic Banking. The Bank has since opened up its Branches at various key locations such as Mazar Sharif, Hairatan, Kunduz, Takhar, Pule- Khumri, Jalalabad, Herat & Kandahar besides opening another eight branches at Kabul in Sarai Shahzada, Shar-e-Naw, Karte Naw, Kote Sangi, Lase Maryam, Karte Char and Wazir Akbar Khan. In due course of time, the Bank intends to expand its Branch Network in Kabul as well as at other key locations of the Country.

General

• The Corporate Secretary shall assist the Board and its Committees in the development of, compliance with, and periodic review of the Bank’s corporate governance policies and practices.
• The Corporate Secretary shall help ensure that the Bank and its governing bodies follow and comply with the law. In doing so, the Corporate Secretary will keep abreast of the latest legal and regulatory developments, as well as internationally recognized best practices, as they relate to corporate governance, and provide periodic updates and briefs to the Bank’s Directors and Managers.
• The Bank’s Compliance and Legal Departments will report to the Corporate Secretary in this context.
• The Corporate Secretary shall ensure that the various governing bodies including Shariah Board follow existing internal corporate rules and policies as determined by the Bank Charter, and By-law, and other internal documents, as well as to change such rules and policies, or institute new ones where appropriate. The Corporate Secretary is to inform the Chair of the Board of all violations of corporate procedures in a timely manner.
• The Corporate Secretary shall help organize induction trainings for newly elected directors to brief these directors on their duties and responsibilities, the procedures that regulate the operations of the board and other working bodies of the Bank, the Bank’s organizational structure and officers of the Bank, internal documents of the Bank, applicable decisions of the GSA Meetings and the Supervisory Board to their work as Directors, and other information that may be required by Directors for the appropriate discharge of their duties.

General Shareholders’ Assembly

• The Corporate Secretary shall properly prepare and conduct the GSA in accordance with the Law, the Bank Charter, and other relevant By-Laws and internal documents of the Bank following the decision on calling a GSA. In the course of preparing and conducting a GSA, the Corporate Secretary shall:
• Ensure that the list of the members entitled to participate in the GSA is properly prepared
• Ensure that the persons entitled to participate in the GSA are properly notified by preparing and sending (delivering) Agenda Notes and voting ballots to members, as well as properly notifying all Directors, the CEO, Audit Committee Members, and the External Auditor of the Bank, as required;
• Prepare and ensure unrestricted access to all materials that shall be made available for the GSA, and authenticate and provide copies of the materials upon the request of the persons entitled to participate in the GSA;
• Collect the completed voting ballots received by the Bank and ensure their timely Counting, by approved means.
• Draft the minutes of the GSA and obtain their approval;
• Hold the approved Minutes of GSA in safe custody along with all related documents for perusal and verification by authorized entities.
• Ensure that the persons entitled to participate in the GSA are informed of the voting results of the GSA in a timely manner; and
• Answer procedural questions during the GSA, and take measures to resolve conflicts arising when preparing and conducting the GSA.
• Corporate secretary shall maintain the information regarding investors, shares, directors and members in record.
• The corporate secretary shall maintain following records:
  • register of directors;
  • register of charges;
  • register of allotments;
  • register of transfers;
  • register of members;
  • minutes of meetings and resolutions;
  • register of secretaries;
  • register of directors’ interests
  • register of debenture holders;
  • service contracts of directors;
  • directors’ indemnities;
  • minutes of meetings and resolutions;

Board of Supervisors 

• The Corporate Secretary shall prepare the Agenda and help the Chair conduct the Bank’s Board of Supervisors meetings in accordance with the Law, the Bank Charter, and other By-Laws and internal documents of the Bank.
• The Corporate Secretary shall obtain the approval of the minutes for all BOS meetings and hold the approved Minutes of GSA in safe custody along with all related documents for perusal and verification by authorized entities.
• The Corporate Secretary shall assist the Chair in keeping minutes of the Board meetings that reflect the location and time of the meeting, the names of the persons who participated in the meeting, the agenda of the meeting, quorum and voting results, and a description of decisions made by the Board;
• The Corporate Secretary shall help prepare the annual schedule of Board meetings and notify all Directors of the upcoming meeting three weeks in advance, unless approved at a shorter notice by the Chairman.
• If necessary, the Corporate Secretary shall send (or deliver) voting ballots to all Directors, collect the completed ballots and written opinions of the Directors who were not physically present at the meeting, and transfer these to the Board Chair.
• The Corporate Secretary shall ensure that board meetings are held in accordance with the procedures established in the Board Charter;
• The Corporate Secretary shall assist directors in obtaining the information necessary to take informed decisions. The Corporate Secretary shall provide Directors access to transcripts and minutes of Board meetings, documents of the executive bodies of the Bank, minutes of meetings, and the opinion and management letter of the External Auditor, as well as the Bank’s primary accounting documents and financial information pursuant to a decision of the Board’s Chair.
• The Corporate Secretary shall inform and advise Directors on legal requirements, charter provisions, and other internal corporate regulations that regulate their rights and responsibilities with respect to preparing and conducting the GM and Board meetings, and ensuring for information disclosure.
• The Corporate Secretary shall assist in establishing and maintaining clear communication between the various governing bodies, in particular between the Board of Supervisors and Board of Management. To this extent, Key Executives must provide timely and accurate information upon the Corporate Secretary’s request.
• The Corporate Secretary will ensure that the specified periodicity of the Committees of BOS is maintained and the recommendations of these or any other committees/departments/bodies to BOS are properly framed.

Miscellaneous

• The Corporate Secretary shall ensure for the proper disclosure of information about the Bank. In particular, the Corporate Secretary shall:
• Ensure compliance with the requirements of the Law, the Bank Charter and By-Law, and other internal corporate documents on keeping and disclosing information about the Bank;
• Help ensure for the timely disclosure, by the Bank, of information contained in the annual report as well as information on all material facts that may affect the financial and business performance of the Bank.
• The Corporate Secretary should notify the Chair of the Board of any potential or real conflicts of interests among the Bank’s Shareholders, Directors, or Executives so that they can be dealt with appropriately, and act as a liaison in case of conflicts of interests among Directors.
• The Corporate Secretary shall keep the Bank records and documents as specified under the law, make these available to authorized parties, prevent un-authorized access, and make copies of such documents. The copies of the documents must be authenticated by the Corporate Secretary.
• The Corporate Secretary shall ensure that all member requests are properly processed by keeping records of all incoming member requests, transferring the requests to the relevant governing bodies and departments, and monitoring the timely and full response to such requests by the governing bodies and departments.
• The Corporate Secretary shall have the right to obtain any information necessary for the proper discharge of her/his duties.

Qualifications

Law Graduate with specialization in Corporate Law

Preference: Member of a recognized Institute of Companies Secretary/CSQS/FCS/ICA or equivalent

Professional Qualifications appropriate for senior executive level in a Bank, eg., MBA, CISA, CA, CFA, etc.

Preferred Experience

5-7 years as Head of Compliance/Law Department/Management Audit/Board Secretary of a Financial Services Organization,

Diploma in Management of Governance and Compliance, CIPFA Certificate or other appropriate certification.

Knowledge & Skills

Knowledge of corporate governance and business registration processes.

Excellent organizational skills required for handling large volume of work.

Excellent decision making, problem solving, and communication skills.

Excellent oral and written communication skills in English and local languages (Dari, Pashto).

Computer literacy in Words/ Excel/ Power Point Presentation.

Applicants who meet the above requirements should submit their updated Curriculum vitae (CV)/Resume to [email protected]

please mention the Job Title and Vacancy Number in subject of your E-mail otherwise your Email will not be considered. Note only shortlisted candidates will be contacted for further recruitment process.